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                             August 30, 2023

       Matthew Atkinson
       Chief Executive Officer
       CleanCore Solutions, Inc.
       5920 South 118th Circle, Suite 2
       Omaha, NE 68137

                                                        Re: CleanCore
Solutions, Inc.
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August
11, 2023
                                                            CIK No. 0001956741

       Dear Matthew Atkinson:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement Amendment on Form S-1 Filed 8/11/2023

       Explanatory Note, page 1

   1.                                                   We note that you have
included two prospectuses in this registration statement. Please tell
                                                        us whether you intend
to use both prospectuses concurrently in the same format as filed. If
                                                        so, please tell us how
you will inform investors whether they will be investing in the
                                                        public offering by the
company or in the resale offering.
 Matthew Atkinson
FirstName
CleanCore LastNameMatthew    Atkinson
           Solutions, Inc.
Comapany
August 30, NameCleanCore
           2023            Solutions, Inc.
August
Page 2 30, 2023 Page 2
FirstName LastName
Risk Factors
We have historically depended on a limited number of third parties to supply
key raw materials ,
page 15

2.       We note the disclosure that you have historically purchased certain
key raw materials,
         such as chassis, generators, vacuum switches, and head sockets and
other components
         from a limited number of suppliers. Please enhance your disclosure to
clarify whether you
         have experienced any supply chain disruptions due to such reliance.
Private Placement, page 39

3.       We note your revisions and correspondence in response to prior comment
4. We were
         unable to locate your revision to clarify that the private placement
concluded. We further
         note you stated you "concluded" the private placement on December 31,
2023. We note
         only 660,921 shares of class B common stock and 46,263 warrants to
purchase class B
         common stock have been issued out of the initial offered amount of
864,198 shares of
         class B common stock. Please clarify if the private placement
concluded on December 31,
         2022.
Outstanding Equity Awards at Fiscal Year-End, page 56

4.       Please update the information for your fiscal year ended June 30,
2023.
       You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with
any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Industrial Applications and
                                                              Services
cc:      Louis A. Bevilacqua, Esq.